November 23, 2004

SEC Staff Issues 8-K FAQs

The SEC Staff has issued the long-awaited 8-K FAQs! There are 30 FAQs – plus an interesting introduction about the purpose of the 8-K rules and a warning to ensure that companies have implemented appropriate disclosure controls and procedures to handle the new rules.

PCAOB Issues More Internal Control FAQs

Yesterday, the PCAOB issued FAQs 30-36 to assist in the implementation of PCAOB Auditing Standard No. 2. Among the topics addressed in the new FAQs are audits of multi-national companies that involve the work of more than one auditor; audits of federally insured financial institutions; the timing of auditors’ communications to management and audit committees regarding material weaknesses or significant deficiencies in internal control; evaluations of deficiencies in information technology general controls; and the ability of outside auditors to use internal auditors to provide direct assistance in the audit of internal control over financial reporting.

Amendment of California’s Corporation Disclosure Act

The original California Corporate Disclosure Act was adopted in the aftermath of Sarbanes-Oxley and required public companies doing business in California to file various corporate data with the California Secretary of State’s office. The intent of the Act was to provide people with access to key public information without having to scour voluminous SEC filings. Unfortunately, the original Act’s disclosure requirements exceeded those required by the SEC and required the expenditure of additional resources by companies complying with the Act.

Governor Schwarzenegger recently approved a law amending California’s Corporation Disclosure Act. Regrettably, this Act continues to diverge from SEC disclosure requirements in some material respects and California remains the only state in the nation to impose such a duplicative and burdensome filing requirement upon its businesses – and the Act still applies both to public companies incorporated in California and to companies that are simply qualified to do business in California. Learn how the Act has changed in my interview with Jason Slater on Changes to California’s Corporate Disclosure Act.

And Even More Notes from the PLI Securities Law Institute

Here is our last batch of notes from PLI’s Securities Law Institute from the “SEC Review Developments” and “Follow-Up On Recent Disclosure Initiatives” panels.